Keri Davis
About Keri Davis
Keri A. Davis (age 41) is Chief Financial Officer and Chief Accounting Officer of Great Elm Group (GEG) and has served as CFO since May 15, 2023; she is also CFO and Treasurer of Great Elm Capital Corp. (GECC) and previously served as SEC Reporting Manager at GEG/GECC after a 12-year audit career at PwC. She holds a B.B.A. in Accounting from the University of Massachusetts Amherst . Company performance context during her tenure: GEG’s Pay-Versus-Performance table shows FY2025 net income of $15.6 million versus a loss of $0.9 million in FY2024, and a cumulative TSR value of $96 on a $100 base (read bottom-to-top) as of FY2025; these are company-wide metrics, not attributed solely to the CFO .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Great Elm Capital Corp. (GECC) | Chief Financial Officer & Treasurer | Mar 2019 – present | Led finance for BDC managed by GEG; continuity alongside GEG CFO role |
| Great Elm Group / GECC | SEC Reporting Manager | Prior to 2019 | SEC reporting for GEG/GECC, forming basis for CFO transition |
| PricewaterhouseCoopers LLP (PwC) | Senior Manager, Audit (Financial Services) | 2005 – 2017 | Asset management audit/assurance across Boston, Chicago, San Francisco |
External Roles
- None disclosed in filings reviewed .
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Base salary | $240,000 annually (for service at both GEG and GECC) | |
| Employment status | At-will employment | |
| Work location | Waltham, MA office |
Performance Compensation
| Incentive type | Target/Opportunity | Vehicle | Metrics/Determination | Payout mechanics | Vesting |
|---|---|---|---|---|---|
| Discretionary Bonus Plan | Up to $190,000 for full 12 months | 50% cash / 50% equity (mix of GEG and GECC restricted shares) | Discretionary; plan year July 1–June 30; Board discretion on equity mix | Paid annually on/around Sept 15; equity grants subject to plan and Board approval | Equity “subject to a vesting schedule” (terms not specified in offer) |
Note: Company proxy in FY2025 describes GECM Bonus Plan terms for certain NEOs, but Keri Davis’s bonus eligibility and terms are as set forth in her May 15, 2023 offer letter (Discretionary Bonus Plan) .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (Record Date Oct 10, 2025) | 83,436 shares; less than 1% of outstanding | |
| Breakdown (as of Record Date Oct 10, 2025) | 40,000 vested stock options; 25,209 vested restricted stock; 23,645 unvested restricted stock | |
| Prior-year reference (Record Date Oct 11, 2024) | 79,663 shares beneficially; 40,000 vested stock options; 12,995 vested RS; 26,668 unvested RS | |
| Hedging/shorting policy | Hedging/monetization and derivatives trading prohibited; shorting prohibited for directors/executive officers | |
| Pledging | No pledging disclosure identified in reviewed filings | |
| Executive ownership guidelines | No executive ownership guideline disclosed; director stock ownership guidelines exist (5x annual cash retainer) |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Start date as GEG CFO | May 15, 2023 (effective immediately after prior CFO resignation) | |
| Role scope | CFO of GEG and GECC | |
| Notice period | 90 days written notice prior to voluntary termination | |
| Non-compete | 6 months from start of notice period or termination (competitive enterprise definition specified) | |
| Non-solicit (employees) | 1 year post-employment | |
| Non-solicit (clients) | 1 year post-employment (for clients with defined prior contacts/responsibility) | |
| Arbitration | Binding arbitration (JAMS Employment Arbitration Rules) with class/collective action waiver (to extent permitted) | |
| Clawback policy (company plan-level) | Compensation Committee may cancel/require reimbursement of awards under the 2025 LTIP per policy and applicable rules | |
| Change-in-control (plan-level equity) | Awards may vest/settlement terms adjusted or accelerated if not assumed/replaced; double-trigger protections described | |
| Severance | No severance terms disclosed for Keri Davis in offer letter |
Performance Compensation – Mechanics and Signals
| Metric area | What’s disclosed | Signal |
|---|---|---|
| Bonus design | Discretionary, up to $190k target, paid 50% cash/50% equity | Equity mix supports alignment; discretionary element reduces formulaic predictability |
| Equity plan governance | No option/SAR repricing without shareholder approval; fair-market-value grant pricing; no evergreen | Shareholder-friendly plan features under 2025 LTIP |
| Change-in-control treatment | Acceleration or cash-out possible if awards not assumed/replaced; double-trigger protection for assumed awards | Retention through CoC with balanced acceleration mechanics |
Performance & Track Record
| Period | Cumulative TSR value on $100 base | Net income (loss) ($000s) | Notes |
|---|---|---|---|
| FY2023 | $95 | 27,680 | Pre-GEG CFO tenure |
| FY2024 | $84 | (926) | First full fiscal year including CFO tenure starting May 2023 |
| FY2025 | $96 | 15,550 | Improvement in net income; TSR as presented in PvP table |
PvP figures are company-wide and not solely attributable to any one executive; TSR is presented per SEC methodology and table should be read bottom-to-top for cumulative return context .
Investment Implications
- Alignment and dilution: Davis’s direct equity stake is modest (<1% of shares), but ongoing equity delivery via the discretionary bonus (50% equity) and existing unvested RS should incrementally strengthen alignment; company policy prohibits hedging/shorting, supporting alignment quality .
- Retention risk: Contractual protections (90-day notice, 6-month non-compete, 1-year non-solicit) reduce near-term transition risk; absence of disclosed severance may modestly increase voluntary departure risk compared with market practices, but arbitration and restrictive covenants are robust .
- Potential insider selling pressure: With 25,209 vested RS and 40,000 vested options already held, plus 23,645 unvested RS scheduled to vest under award terms, incremental selling pressure will depend on vesting cadence and market price at future vest dates; no pledging disclosed and hedging prohibited, reducing adverse signaling risk .
- Pay-for-performance opacity: Her plan is explicitly discretionary (no disclosed quantitative performance grid), which affords flexibility but limits forward predictability for payout sensitivity to operating metrics; however, plan-level governance (no repricing, fair-value grant pricing, clawback) is constructive .